FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is entered into as of August 1, 2009 (the “ Effective Date ”), among SOUTHWEST IOWA RENEWABLE ENERGY, LLC, an Iowa limited liability company (the “ Borrower ”), AGSTAR FINANCIAL SERVICES, PCA (“ AgStar ”), the other commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties to the Credit Agreement (the “ Banks ”), and AGSTAR FINANCIAL SERVICES, PCA, and its successors and assigns, as Agent for itself and the other Banks (the “ Agent ”).  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).

A.           The Borrower, the Agent, and the Banks have entered into a Credit Agreement dated May 2, 2007; a First Amendment to Credit Agreement dated March 7, 2008; a Second Amendment to Credit Agreement dated December 19, 2008; a Third Amendment to Credit Agreement dated December 30, 2008; and a Fourth Amendment to Credit Agreement dated as of February 28, 2009 (collectively, with this Amendment, the “ Credit Agreement ”) under which the Banks agreed to extend certain financial accommodations to the Borrower.

B.           Final completion of the Project has been delayed beyond the date set forth in the Credit Agreement.  Notwithstanding such delay, the parties have deemed it to be in the best interest of the Project to convert the Construction Loan into the Term Loan and Term Revolving Loan effective as of August 1, 2009.

C.           Bunge N.A. Holdings, Inc., a Delaware corporation (“ Bunge ”) has agreed to provide credit facilities to the Borrower pursuant to the terms of a (i) Revolving Credit Note dated on or about August 1, 2009, in the original principal amount of $10,000,000.00, and (ii) Term Loan Note dated on or about August 1, 2009, in the original principal amount of $27,500,000.00 and grant other financial accommodations to the Borrower in connection therewith.

D.           The aforementioned conversion of loans and the Borrower’s entry into the loans with Bunge require the consent of the Banks and certain modifications of the Credit Agreement.

E.           Banks have agreed to consent to the foregoing in accordance with the terms and conditions set forth in this Amendment.

NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Amendments to Credit Agreement . As of the Effective Date:

a.            Amended and Restated Definitions .   The following definitions as used in the Loan Documents are amended and restated or added as follows:

“ Amendment ” means the First Amendment to Credit Agreement dated March 7, 2008, the Second Amendment to Credit Agreement dated December 19, 2008, the Third Amendment to Credit Agreement dated December 30, 2008, the Fourth Amendment to Credit Agreement dated as of February 28, 2009, and the Fifth Amendment to Credit Agreement dated as of August 1, 2009.

“ Bunge Loans ” means the Bunge Term Loan and the Bunge Revolving Loan.

“ Bunge Revolving Loan ” means that certain subordinated loan made to Borrower by Bunge under that certain Promissory Note dated August 1, 2009, in the maximum principal amount of $10,000,000.00, which promissory note shall be in a form and substance reasonably acceptable to the Agent and shall have a maturity date that is not earlier than the Revolving Line of Credit Loan Maturity Date.

“ Bunge Subordination Agreement ” mean that certain Debt Subordination Agreement between Bunge and the Agent dated as of August 1, 2009, as the same may be amended or restated from time to time.

“ Bunge Term Loan ” means that certain subordinated loan made to Borrower by Bunge under that certain Promissory Note dated August 1, 2009, in the outstanding principal amount of $27,500,000.00, which promissory note shall be in a form and substance reasonably acceptable to the Agent and shall have a maturity date not earlier than the Maturity Date.

“ Commerce Bank Loan ” means that certain loan made to Borrower by Commerce Bank under that certain Promissory Note dated March 2, 2009, in the outstanding principal amount of $36,600,000.

“ Commerce Bank Loan Maturity Date ” means September 1, 2010.

“ Completion Certificate ” means a certificate in form and substance acceptable to the Agent, executed by the Borrower and any other Person the Agent may required, stating that the Project is completed and that the processing equipment and fixtures are fully operational.

“ Completion Date ” means the date the executed Completion Certificate is delivered to the Agent, which date shall be not later than September 1, 2009.

“ Conversion Date ” means August 1, 2009.

“ Iowa Western Job Training Agreement ” means that certain Industrial New Jobs Training Agreement between Iowa Western Community College, Council Bluffs, Iowa and the Borrower dated as of April 1, 2009.

“ SIRE Letters of Credit ” means the letter of credit issued in favor of Commerce Bank by Intrust Bank, N.A. in the amount of $8,640,000.00, and any renewals, replacements or extensions thereof.

“ Subordinated Debt ” means (i) One Hundred Thousand and No/100 Dollars ($100,000.00) loan from the Iowa Department of Economic Development; (ii) any repayment obligations outstanding under the Iowa Western Job Training Agreement; (iii) the Bunge Loans, and (iv) that portion of the Commerce Bank Loan that has not been replaced by the Bunge Term Loan.

“ Tangible Net Worth ” means the excess of total assets over total liabilities (excluding the portion of the Bunge Loans that have been advanced and/or unconditionally committed to the Borrower by Bunge and are at the time of determination then outstanding, and all accrued and unpaid interest on such amounts), total assets and total liabilities each to be determined in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in Section 5.01(c) for the Borrower, excluding, however, from the determination of total assets:  (a) goodwill, organizational expenses, research and development expenses, trademarks, trade names, copyrights, patents, patent applications, licenses and rights in any thereof, and other similar intangibles; (b) treasury stock; (c) securities which are not readily marketable; (d) cash held in a sinking or other analogous fund established for the purpose of redemption, retirement or prepayment of capital stock or Debt (e) any write-up in the book value of any asset resulting from a revaluation thereof subsequent to the Closing Date; (f) amortized start-up costs; and (g) any items not included in clauses (a) through (f) above which are treated as intangibles in conformity with GAAP.

“ Working Capital ” means the current assets of the Borrower less the current liabilities (excluding the portion of the Bunge Loans that have been advance and/or unconditionally committed to the Borrower by Bunge and are at the time of determination then outstanding, and all accrued and unpaid interest on such amounts) of the Borrower, as determined in accordance with GAAP.

b.            Section 2.02(c) .   Section 2.02(c) of the Credit Agreement is amended and restated to read as follows:

(c)             Interest Rate .  Subject to the provisions of this Agreement, the outstanding principal balance of the Construction Loan shall bear interest at a variable rate determined by the Agent to be three hundred sixty-five (365) basis points above the LIBOR Rate in effect on the date of the first Advance made to Borrower under the Convertible Note, and shall thereafter be adjusted as and

when the LIBOR Rate changes; notwithstanding the forgoing, the applicable interest rate on the Construction Loan shall at no time be less than five percent (5.0%) per annum.  All adjustments to the rate of interest shall be made and become effective as of the first day of the month following the date of any change in the LIBOR Rate and shall remain in effect until and including the day immediately preceding the next such adjustment (each such day hereinafter being referred to as an “ Adjustment Date ”).  All such adjustments to said rate shall be made and become effective as of the Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date.  Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding.  In no event shall the applicable rate exceed the Maximum Rate.

c.            Section 2.02(p) .   Section 2.02(p) of the Credit Agreement is amended and restated as follows:

(p)           [ Intentionally omitted .]

d.            Section 2.02(q) .   The following shall be added as Section 2.02(q) of the Credit Agreement:

(q)            Final Construction Loan Advance .  If on the Effective Date of the Fifth Amendment to the Credit Agreement the sum of all Outstanding Construction Advances is less than total Construction Loan amount, a final Construction Advance under the Construction Loan shall be made in such amount as to fully advance the remaining portion of the Construction Loan for the benefit of the Borrower; such Advance shall be deposited by the Agent in the Disbursing Account for disbursement by the Disbursing Agent for approved Project Costs in accordance with the terms this Agreement and the Disbursing Agreement.  As of the Conversion Date, the foregoing amount along with all other Outstanding Construction Loan Advances shall be deemed advanced to the Borrower and shall be converted into the Term Loan and the Term Revolving Loan in accordance with the terms of this Agreement.  Following delivery of the Completion Certificate to the Agent, the Disbursing Agent shall cause all remaining funds in the Disbursing Account representing Advances to be released to the Borrower.

e.            Section 2.03(a)(i) .   Section 2.03(a)(i) of the Credit Agreement is amended and restated to read as follows:

(i)           [ Intentionally omitted .]

f.            Section 2.03(b) .   Section 2.03(b) of the Credit Agreement is amended and restated to read as follows:

(b)            Term Loan Interest Rate .  Subject to the provisions of Sections 2.03 and 2.04, the portion of the Term Loan that has not been converted to a Fixed Rate

Loan pursuant to Section 2.03(d) shall bear interest at a variable rate equal to the LIBOR Rate plus three hundred forty five (345) basis points; notwithstanding the forgoing, the applicable interest rate on the Term Loan shall at no time be less than five percent (5.0%) per annum.  The rate of interest due hereunder shall initially be determined as of the Conversion Date and shall thereafter be adjusted as and when the LIBOR Rate changes.  All such adjustments to the rate of interest shall be made and become effective as of the first Adjustment Date following such change in the LIBOR Rate.  All such adjustments to said rate shall be made and become effective as of the Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date.  Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding.  In no event shall the applicable rate exceed the Maximum Rate.

g.            Section 2.03(d) .   Section 2.03(d) of the Credit Agreement is amended and restated to read as follows:

(d)            Conversion to Fixed Rate Loan .  On a date that is not earlier than 30 days after the Conversion Date, the Borrower may convert up to but not more than fifty percent (50%) of the Term Loan to a Fixed Rate Loan, bearing interest at a rate equal to the rate listed in the “Government Agency and Similar Issues” section of the Wall Street Journal for the Federal Farm Credit Bank or the Federal Home Loan Bank having a maturity approximately equal to the Maturity Date, which is in effect at the time of the proposed conversion, plus 325 basis points, or another rate agreed upon by the Agent and the Borrower, which rate shall not be less than five percent (5.0%) per annum.  The Borrower shall provide written notice to the Agent at least thirty (30) days prior to the proposed conversion date of its intention to convert any portion of the Term Loan to a Fixed Rate Loan.  Such written notice shall specify the specific dollar amount that Borrower is electing to convert to a Fixed Rate Loan.  Any amount subject to a fixed rate of interest pursuant to this Section shall not be subject to any adjustments under Section 2.11.

h.            Section 2.03(e) .   Section 2.03(e) of the Credit Agreement is amended and restated to read as follows:

(e)            Repayment of Term Loan .  Beginning on the Conversion Date and continuing on each Monthly Payment Date thereafter until the sixth (6 th ) month after the Conversion Date, the Borrower shall pay to the Agent for the account of the Banks monthly payments of accrued interest.  Beginning on the first (1 st ) day of the seventh (7 th ) month following the Conversion Date (the “ Amortization Date ”), and continuing on the each Monthly Payment Date thereafter until the Maturity Date, the Borrower shall pay to the Agent for the account of the Banks equal monthly payments of principal and accrued interest in such amounts as would be required to fully amortize the entire outstanding principal balance of the term note, together with accrued interest thereon, over a period of one hundred

fourteen (114) months from the Amortization Date.  The outstanding principal balance, together with all accrued interest, if not paid sooner, shall be due and payable in full on the Maturity Date.  Following the Conversion Date, and in addition to all other payments of principal and interest required under this Agreement and the Convertible Note, the Borrower shall annually remit to the Agent for the account of the Banks the Excess Cash Flow Payment pursuant to Section 2.25.

i.            Section 2.04(c)(i) .   Section 2.04(c)(i) of the Credit Agreement is amended and restated to read as follows:

(i)           [ Intentionally omitted .]

j.            Section 2.05(c)(i) .   Section 2.05(c)(i) of the Credit Agreement is amended and restated to read as follows:

(i)           [ Intentionally omitted .]

k.            Section 2.04(i) .   Section 2.04(i) of the Credit Agreement is amended and restated to read as follows:

(i)            Interest Rate .  Subject to the provisions of Sections 2.03 and 2.04, the Term Revolving Loan shall bear interest at a variable rate equal to the LIBOR Rate plus three hundred forty-five (345) basis points, or as otherwise provided in Section 2.11; notwithstanding the forgoing or the provisions of Section 2.11, the applicable interest rate on the Term Revolving Loan shall at no time be less than five percent (5.0%) per annum.  The rate of interest due hereunder shall initially be determined as of the Conversion Date and shall thereafter be adjusted as and when the LIBOR Rate changes.  All such adjustments to the rate of interest shall be made and become effective as of the first Adjustment Date following such change in the LIBOR Rate.  All such adjustments to said rate shall be made and become effective as of the Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date.  Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding.  In no event shall the applicable rate exceed the Maximum Rate.

l.            Section 2.05(i) .   Section 2.05(i) of the Credit Agreement is amended and restated to read as follows:

(i)            Interest Rate .  The Revolving Line of Credit Loan shall bear interest at a rate equal to the LIBOR Rate plus three hundred forty-five (345) basis points, or as otherwise provided in Section 2.11; notwithstanding the forgoing or the provisions of Section 2.11, the applicable interest rate on the Revolving Line of Credit Loan shall at no time be less than five percent (5.0%) per annum.  The rate

of interest due hereunder shall initially be determined as of the date of the first Advance made under the Revolving Line of Credit Note and shall thereafter be adjusted as and when the LIBOR Rate changes.  All such adjustments to the rate of interest shall be made and become effective as of the first Adjustment Date following such change in the LIBOR Rate.  All such adjustments to said rate shall be made and become effective as of the Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date.  Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding.  In no event shall the applicable rate exceed the Maximum Rate.

m.            Section 2.06(e) .   Section 2.06(e) of the Credit Agreement is amended and restated to read as follows:

(e)            Swingline Interest Rate .  The Swingline Loan shall bear i